DA Capital was formed in October 2004. As of December 31, 2017 the Adviser managed $125 million on
a discretionary basis on behalf of approximately 8 Clients (as defined below). DA Capital is owned by DA
Management LP, which in turn is owned by DA Companies LP.
The Adviser is a Delaware limited liability company with its principal place of business in New York. DA
Capital provides investment management services on a discretionary basis primarily to U.S. domestic and
non-U.S. collective investment vehicles sponsored by the Adviser or its affiliates (the “Funds”). DA
Capital Asia Pte. Ltd., a limited liability company incorporated under the laws of Singapore (a “Relying
Adviser” or “DA Capital Asia”), a wholly owned subsidiary of the Adviser also provides investment
advisory services. All of the Relying Adviser’s investment advisory activities are subject to the Advisers
Act and the rules thereunder. In addition, employees and persons acting on behalf of the Relying Adviser
are subject to the supervision and control of the Adviser.
DA Capital currently manages Lispenard Street Credit Fund, L.P. (“Lispenard Partnership”), Pond View
Credit Fund, L.P. ((“Pond View Partnership” ) and collectively the “Partnerships”) which are Delaware
limited partnerships that invest in parallel with, respectively, Lispenard Street Credit Fund, Ltd. and
Lispenard Street Credit Fund II, Ltd. (“Lispenard Offshore”), and Pond View Credit Fund, Ltd. (“Pond
View Offshore”) and collectively the "Offshore Funds"), which are Cayman Islands exempted companies.
Lispenard Holdings LLC and Pond View Holdings LLC, related persons of the Adviser, serve as the
general partners of Lispenard Partnership and Pond View Partnership, respectively. The Partnerships and
Offshore Funds are feeders which chiefly conduct their investment programs through Lispenard Street
Credit (Master), Ltd. (“Lispenard Master Fund”) and Pond View Credit (Master), L.P. (“Pond View Master
Fund”) and collectively the "Master Funds"), which are Cayman Islands exempted companies. Pond View
Holdings LLC is also the General Partner for the Pond View Master Fund.
DA Capital provides sub-advisory services to Diversified Asian Strategies Fund (the “Asian Fund”),
which is a Cayman Islands exempted company that DA Capital began managing in October 2010.
DA Capital provides investment management services to Amboy Road Capital, LP., a Delaware limited
partnership (“Amboy”). Amboy Road Holdings LLC serves as the general partner of Amboy.
DA Capital provides investment management services to Staple Street Global Opportunities Fund, Ltd., a
Cayman Islands exempted company (the “Cayman Fund”), Staple Street Global Opportunities Fund, L.P.,
a Delaware limited partnership (the “Delaware Partnership”), Staple Street Global Opportunities (Master)
L.P., a Cayman Islands exempted limited partnership (the “Staple Street Global Master Fund”) and Staple
Street Global Opportunities Holdings LLC, a Delaware limited liability company as the general partner of
each of the Delaware Partnership and the Staple Street Global Master Fund (the “General Partner” and,
collectively with the Delaware Partnership, the Cayman Fund and the Staple Street Global Master Fund,
the “Staple Street Global Funds”). The Relying Adviser currently provides trading, research and research
related services to the Staple Street Global Funds in a sub-advisory role.
DA Capital provides investment management services to DA Brazil Opportunity Fund, LP (“Brazil
Partnership”) a Cayman Islands exempted limited partnership (“BOF”) that invests in parallel with, DA
Brazil Opportunity Fund, Ltd. (“BOF Offshore”), a Cayman Islands exempted company. DA Brazil
Opportunity Fund GP, LLC, related person of the Adviser, serves as the general partner of the Brazil
Partnership. The Relying Adviser currently provides trading, research and research related services to BOF
in a sub-advisory role.
DA Capital provides investment management services to DA Relative Value NA LLC, (“DARV”), a
Delaware Limited Liability Company.
DA Capital provides investment management services to MP Relative Value LLC, (“MPRV”), a Delaware
Limited Liability Company.
DA Capital provides investment management services to DA Venezuela Opportunity Fund, LP
(“Venezuela Partnership”) a Cayman Islands exempted limited partnership (“VOF”) that invests in parallel
with, DA Venezuela Opportunity Fund, Ltd. (“VEN Offshore”), a Cayman Islands exempted company.
DA Venezuela Opportunity Fund GP, LLC, related person of the Adviser, serves as the general partner of
the Venezuela Partnership. The Relying Adviser currently provides trading, research and research related
services to VEN in a sub-advisory role.
In 2008 the Board of Directors of the Lispenard Offshore, Pond View Offshore, Lispenard Master Fund,
and Pond View Master Fund, and the General Partner of the Pond View Partnership and Lispenard
Partnership (collectively the “Suspended Funds”) temporarily suspended redemptions due to extraordinary
circumstances experienced by the financial markets that created extreme volatility in the credit markets, a
dramatic widening in the bid to offer spreads, a sudden loss of several important market makers and
uncertainty in the financing markets that the Master Funds utilize to lever its investments. Since then, the
Adviser has been pursuing a strategy of selling assets held by the Lispenard Master Fund and the Pond
View Master Fund and periodically distributing surplus cash to investors on a pro-rata basis.
DA Capital advises each Client with respect to all investments permitted for the Client, based on the
Client’s particular investment objectives, policies and strategies disclosed in its private offering
documents. DA Capital may advise the Clients with respect to investments including without limitation
public debt and equity securities and private placements of debt and equity securities, derivatives,
including credit derivatives, total return swaps, debt and equity security swaps, and options on credit
derivatives. DA Capital may also advise the Clients on investments in CLO, CDO, CDS, and structured
credit debt and equity securities. DA Capital does not presently provide investment advisory services to
clients apart from its management of the Funds set forth above (together, the “Clients”).
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Funds
DA Capital charges a management fee (the “Management Fee”) consisting of a percentage of assets under
management and
/or a performance allocation or fee consisting of a percentage of realized and
unrealized profits to each Fund.
The Management Fee for the Funds generally is equal to one-twelfth up to 2.0% of the capital account
balance of each limited partner of the Funds or one-twelfth up to 2.0% of the net asset value of the
Offshore Funds as of the end of each calendar month subject to certain adjustments. Fees are payable
monthly within 25 business days after each month end. A pro-rated Management Fee shall be due upon
the withdrawal or distribution of any interests in a Fund or upon the redemption or distribution of any
shares of an Offshore Fund before the last day of any calendar month based upon the number of days
elapsed in such month.
The general partner of each Fund is entitled to an annual performance allocation (the “Performance
Allocation”), which is calculated and charged separately with respect to the capital account of each limited
partner, generally equal to 10% - 20% of the amount by which the net profits allocated to the limited
partner's capital account for the current year exceeds the net losses, if any, allocated to a limited partner's
account during the immediately preceding year. DA Capital or an affiliate is entitled to receive from the
Offshore Funds an annual performance fee (the “Performance Fee”) generally representing 10% - 20% of
the net profit earned during each calendar year with respect to each outstanding share.
DA Capital may, in its sole discretion, waive all or a portion of the Management Fee or Performance
Fee/Allocation or, as agreed to by the investor, charge a Management Fee or Performance Fee/Allocation
that is lower or higher than, or otherwise on different terms than, those described above. The criteria upon
which DA Capital may base its decision to charge a different fee include, without limitation, anticipated
future earning capacity or anticipated future additional assets. Without limiting the foregoing, DA Capital
may waive fees or charge lower fees to its members, employees, affiliates and their family members. DA
Capital is not charging the original investors in the Suspended Funds a Performance Fee.
A more complete description of the fees to be paid to DA Capital in connection with an investment in a
Fund is available in the private placement memorandum and other related documents of such Fund, which
are made available to each prospective investor before, or by the time of, any investment in the Fund. The
foregoing description of a Fund’s fees is qualified in its entirety by reference to such documents.
Asian Fund
Under the sub-advisory agreement with the Asian Fund, DA Capital receives a percentage of proceeds on
disposition of assets less certain expenses.
Valuation and the Computation of Management Fees and Performance Allocations
Securities and other traded instruments and contracts generally will be marked to market and valued based
on quotations from third party pricing sources. In the case of any position for which such a quotation is not
available or is determined by DA Capital to be unreliable or inadequately representing the value of
particular assets, valuations will be based on valuation data obtained from one or more external pricing
sources, including broker dealers selected by DA Capital, or will reflect DA Capital’s good faith
determination of fair value based on other factors considered relevant. If alternative valuation
methodologies are used, they are set forth in the offering documents. Management Fees and Performance
Allocations are assessed based upon fair valuations assigned by DA Capital.
Other Fees
In addition to management fees, performance based fees and other fees, investors will bear indirectly the
fees and expenses charged to the Clients. Those fees and expenses will vary by Client, but typically will
include, among other things, fees associated with the selection, acquisition, holding and disposition of
investments, research and analytics, legal, accounting, auditing, consulting, valuation and pricing and
expenses arising out of borrowings, systems expenses and travel costs associated with diligencing
investments.
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As stated in the Fees and Compensation section above, DA Capital charges performance based fees which
are fees based on a share of capital gains on or capital appreciation of the Client’s assets. However, as
described above, performance based fees may be accepted from different Clients at different rates. The
variation of performance based fee structures among the Clients may create an incentive for DA Capital to
direct the best investment ideas to, or to allocate or sequence trades in favor of, clients that pay or allocate
performance based fees.
DA Capital is committed to allocating investment opportunities on a fair and equitable basis and has
established policies and procedures to address the conflicts of interest described above. DA Capital will
seek to execute orders for all of the participating accounts on a fair, reasonable and equitable basis over
time. Situations may occur where a Client could be disadvantaged because of the various other activities
conducted by DA Capital. However, DA Capital will attempt to mitigate such disadvantage to the extent
reasonably practicable. Due to a Client’s level of capitalization and its long-term investment objectives,
DA Capital may choose to allocate investment opportunities to certain Clients, regardless of whether such
investment opportunity is permissible under the strategy of all Clients. Similarly, certain investments may
not be appropriate for all Clients, and allocations of such investments may only be made to one or a limited
number of Clients. Notwithstanding, DA Capital maintains procedures to allocate limited investment
opportunities that may be appropriate for multiple Clients. In general, investment opportunities that are
appropriate for more than one Fund may be allocated pro rata across multiple Fund accounts based on
targeted size based generally on available capital, unless a given Fund does not have an interest for such
investment based on competing factors including but not limited to the relative size of a Clients' account,
investment objectives and restrictions, risk tolerance, the possibility to participate in future investment
opportunities, available cash for investment, leverage limitation, and the expected capacity of a Client.
As a general matter, DA Capital will make any decisions regarding the allocation of investment
opportunities among Clients in good faith, and in accordance with its fiduciary duties. In order to ensure
the fair and equitable treatment of Clients over time, DA Capital periodically evaluates the allocation
processes.
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DA Capital provides investment advisory services to the Clients, based on the particular investment
objectives and policies of each as described in its governing documents. The Adviser may in its discretion
manage other funds or accounts with different objectives, higher or lower fees, and different fee structures
than the Clients.
DA Capital does not currently manage individual separately managed accounts for clients. With respect to
investments in the Funds, DA Capital generally requires investors to complete and submit a subscription
agreement that requires, among other things, that the investor qualifies as a “qualified purchaser” or a
“qualified client” as applicable. As a condition for starting and maintaining a relationship, the Adviser
generally imposes a minimum portfolio size ranging from $250,000 to $5,000,000 and imposes a minimum
initial investment ranging from $250,000 to $5,000,000 for any Fund. The Adviser, in its sole discretion,
may accept clients with smaller portfolios based upon certain criteria including, but not limited to,
anticipated future earning capacity or anticipated future additional assets, the nature of the prospective
client, or pre-existing relationships. The Adviser may aggregate the portfolios of family members and
affiliated entities to meet the minimum portfolio size.
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DA Capital follows a wide range of investment strategies for the purpose of seeking to achieve their
investment objectives.
DA Capital’s investment process starts with thorough due diligence, emphasizing credit and security
selection. DA Capital augments the intensive credit analysis with market technical information obtained
through other portfolio management activities, including managing the Funds. DA Capital’s investment
process is driven by a research team comprised of seasoned credit analysts who recommend an investment
after in-depth analysis of competitive position, stability of cash flows, business model strength and asset
valuation.
With respect to the Suspended Funds, DA Capital is not making new investments and capital is being
returned to investors as investments are monetized. DA Capital’s investment professionals continuously
seek to identify and capitalize on opportunities to sell these securities at the most opportune price levels
factoring in the desire to return capital to investors in a timely manner.
With respect to the Asian Fund, DA Capital is not making new investments and capital is being returned to
the investor as investments are monetized. DA Capital’s investment professionals continuously seek to
identify and capitalize on opportunities to sell the securities at the most opportune price levels.
With respect to Amboy, DA Capital’s investment objective is to maximize risk-adjusted returns by
fundamental value and special situation investing across the capital structure of publicly traded companies
and in certain debt instruments issued by non-reporting issuers.
With respect to the Staple Street Global Funds, DA Capital and the Relying Adviser plan to leverage off its
international investment experience and focus on managing client capital by seeking superior medium and
long-term risk-adjusted returns by investing across credit and equity products. DA Capital and the Relying
Adviser intend to capitalize on its team’s experience and ability in assessing and pricing risk in the credit,
equity and other markets by investing across a spectrum of credit and equity investment products, with a
value investment strategy.
With respect to the Brazil Partnership, DA Capital’s investment objective is to generate attractive risk-
adjusted returns by investing in Brazilian corporate and government debt securities, as well as equity
securities.
With respect to the Venezuela Partnership, DA Capital’s investment objective is to generate attractive
risk-adjusted returns by investing in Venezuelan government and corporate U.S. and non-U.S. dollar
major market currency denominated debt securities.
With respect to DARV and MPRV, DA Capital’s investment objective is to generate attractive returns
trading primarily bank loan new issues positions held on a short term basis.
The descriptions provided above are brief overviews of the investment strategies and are not intended to be
complete. All investing involves a risk of loss and the investment strategies offered by DA Capital could
lose money over short or even long periods. Performance could be hurt by a number of different market
risks including but not limited to:
Dependence on the Investment Manager. The success of the Funds are largely dependent upon the Adviser
and there can be no assurance that the Adviser or the individuals employed by the Adviser will remain willing
or able to provide advice to the Funds or that trading on this advice by the Adviser will be profitable in the
future.
Illiquidity, Transfers and Redemptions. The Funds’ shares may be highly illiquid and not transferable
without the approval of the Funds. There may be no secondary market for the shares, and consequently,
Shareholders may not be able to dispose of them.
Business Risk. The companies in which the Funds invest may involve a high degree of business and
financial risk. These companies, in some cases, may have significant variations in operating results, may
be engaged in a rapidly changing business environment with products subject to a substantial risk of
obsolescence, may require significant additional capital to support their operations, or may otherwise have
a weak financial condition. Shareholders are subject to the risk of loss of all or substantially all of their
investment in the Funds.
Availability of Suitable Investment Opportunities. The Funds compete with other potential investors to
acquire interests in its targeted investments. Certain of the Funds’ competitors may have greater financial
and other resources and may have better access to suitable investment opportunities.
Leverage of Portfolio Companies. Because the Funds’ investments may include securities of companies
with leveraged capital structures, such investments will be subject to increased exposure to adverse
economic factors such as an increase in interest rates, a downturn in the economy or further deterioration in
the economic conditions of such company or its industry.
Financial Leverage. The Funds may use financial leverage, which includes, but is not limited to, buying
securities on margin, direct borrowings from banks or prime brokers, the use of reverse repurchase
agreements, swaps, options, futures contracts and other derivative securities, or other forms of leverage or
credit. Although the use of leverage increases returns to the Funds if it earns a greater return on the
incremental investments purchased with the borrowed funds than it pays for such funds, the use of leverage
decreases returns to the Funds if it fails to earn as much on such incremental investments as it pays for such
funds.
Limitations of Hedging Techniques. The Funds may, but are not required to, employ various hedging
techniques in an effort to reduce systematic and unsystematic risks. A substantial risk remains, nonetheless,
that such techniques will not always be available and when available, will not be implemented or, if
implemented will not be effective in limiting losses.
Interest Rate Fluctuations. The prices of portfolio investments tend to be sensitive to interest rate
fluctuations and unexpected fluctuations in interest rates could cause the corresponding prices of the long
and short portions of a position to move in directions which were not initially anticipated. In addition,
interest rate increases generally will increase the interest carrying costs to the Funds of borrowed securities
and leveraged investments.
Changes in the Law. Amendments to applicable securities, tax, pension and bankruptcy or other relevant
laws could alter an expected outcome or introduce greater uncertainty regarding the likely outcome of an
investment situation.
Counterparty and Credit Risk. To the extent that contracts for investment will be entered into between the
Funds and a market counterparty as principal (and not as agent), the Funds are exposed to the risk that the
market counterparty may, in an insolvency or similar event, be unable to meet its contractual obligations to
the Funds.
U.S. Taxation. The Funds may take positions with respect to certain tax issues that depend on legal
conclusions not yet addressed by the courts. Should any such positions be successfully challenged by the
U.S. Internal Revenue Service or other taxing authority, there could be a materially adverse effect on the
Funds and the net asset value of Shares.
Non-U.S. Taxation. With respect to certain countries, there is a possibility of expropriation, confiscatory
taxation, and imposition of withholding or other taxes on dividends, interest, capital gains or other income,
limitations on the removal of funds or other assets of the Fund, political or social instability or diplomatic
developments that could affect investments in those countries.
Non-U.S. Securities. The Funds may invest in securities and other instruments of non-U.S. corporations
which may not be denominated in U.S. dollars. Investing in the securities of companies involves political
and economic considerations, such as greater risks of expropriation, nationalization and general social,
political and economic instability; the small size of the securities markets in such countries and the low
volume of trading, resulting in potential lack of liquidity and in price volatility; fluctuations in the rate of
exchange between currencies and costs associated with currency conversion, imposition of withholding
and other taxes, and certain government policies that may restrict the Funds’ investment opportunities.
Valuations. The liquidation values of the Funds’ securities and other investments may differ significantly
from the interim valuations of such investments derived from the valuation methods used. Such differences
may be further affected by the time frame within which such liquidation occurs.
Operational risk. The potential for loss caused by a deficiency in information, communications, transaction
processing and settlement, and accounting systems.
Risk Control Framework. There is no assurance that the risk control framework employed will be
successful in minimizing losses to the Funds.
Overall Investment Risk. All securities investments risk the loss of capital. The nature of the securities to
be purchased and traded by the Funds and the investment techniques and strategies to be employed in an
effort to increase profits may increase this risk. Shareholders may lose all or substantially all of their
investment in the Funds.
Financial Fraud. Instances of fraud and other deceptive practices committed by senior management of
certain companies in which the Fund invests may undermine the Adviser’s due diligence efforts with
respect to such companies, and if such fraud is discovered, negatively affect the valuation of the Funds’
investments.
Execution Risks and Investment Manager Error. The Adviser seeks best execution but given the
complexity and global diversity involved, some slippage, errors and miscommunications with brokers and
counterparties may occur, and could result in losses to the Funds.
Investors should review the applicable Funds’ Private Placement Memorandum and other governing
documents to understand the risks and potential conflicts of interest associated with an investment in the
Funds.
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The Adviser and its employees have not been involved in any legal or disciplinary events in the past 10
years that would be material to a client’s evaluation of the company or its personnel.
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Related persons of the Adviser, Lispenard Holdings LLC, Pond View Holdings LLC, Staple Street Global
Opportunities Holdings LLC, Amboy Road Holdings LLC, DA Brazil Opportunity Fund GP, LLC, DA
Venezuela Opportunity Fund GP, LLC serve as the general partners of Lispenard Partnership, Pond View
Partnership and the Pond View Master Fund, and Staple Delaware Partnership and Staple Street Global
Master Fund, Amboy Road Capital, LP, Brazil Partnership, and Venezuela Partnership respectively. The
Adviser may also serve as general partner (or equivalent capacity) of other funds or accounts established in
the future in which Fund Investors may be solicited to invest. Potential investors may be solicited by the
Adviser or on its behalf to invest some or all of their assets in the Funds.
DA Capital Asia, a wholly owned subsidiary of the Adviser also provides investment advisory services.
All of DA Capital Asia’s investment advisory activities are subject to the Advisers Act and the rules
thereunder. In addition, employees and persons acting on behalf of DA Capital Asia are subject to the
supervision of the Adviser.
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Personal Trading Code of Ethics
DA Capital has adopted a Code of Ethics (the “Code”) which reflects the firm’s basic principle that the
interests of the Clients must be placed first, ahead of the interests of the Adviser and its employees. The
Code permits employees to invest for their personal accounts, and sets forth guidelines and restrictions
reasonably designed to help prevent such trading from conflicting with the employees’ duties to the
Clients.
The Code prohibits employees from causing any Client to take action, or not to take action, for their
personal benefit rather than the benefit of the Client. Employees must avoid taking inappropriate advantage
of their position for their personal benefit, such as by using their knowledge of portfolio transactions to
profit by the market effect of those transactions.
All personal securities transactions by employees, certain immediate family members, and other accounts
in which employees have a financial interest must be conducted in accordance with the requirements of the
Code. Among other things, the Code generally requires that personal securities transactions by the
Adviser’s employees in initial public offerings or limited offerings be approved in advance by the Chief
Compliance Officer (“CCO”) or his designee. Employees are discouraged from trading frequently, and if
the CCO detects any violations of the Code, the Employee may be required to reverse the transaction and
disgorge any gains, as well as possible additional sanctions as determined by the CCO. Employees must
report their personal securities transactions no later than 30 days following the end of the calendar quarter.
In addition, Employees must report all personal accounts that hold or may hold reportable securities, as
well as all holdings of reportable securities in such accounts, as well as any reportable securities that are
not held in such accounts (e.g., physical certificates) upon employment and annually thereafter for review
by DA Capital’s Legal and Compliance Department.
Investors and prospective investors may obtain a copy of DA Capital’s Code by submitting a written
request to the CCO at 70 East 55th Street, 21st Floor, New York, NY 10022.
Insider Trading
DA Capital has adopted written procedures that it believes are reasonably designed to prevent it and its
employees from violating federal and state securities laws with respect to trading securities (or “tipping”
information to another person who trades) on the basis of material nonpublic information about that
security or issuer, in breach of a duty of trust and confidence to the issuer, the source or owner of the
information, or the Adviser. In the event that the Adviser or its employees comes into possession of
material nonpublic information relating to a security or issuer, the Adviser may be prohibited from
directing a Fund to purchase or sell such security or other securities of the issuer until the information
ceases to be material or nonpublic.
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Brokerage
The Funds bear all brokerage commissions and related transaction costs for their portfolio transactions. DA
Capital has a duty to seek to obtain best execution under prevailing market conditions. Brokerage
transactions for the Funds are executed by brokers and dealers generally selected by the Adviser on the
basis of obtaining the best overall terms available based on a variety of factors, including, but not limited
to the following: the ability to achieve prompt and reliable executions at favorable prices; the operational
efficiency with which transactions are effected; the financial strength, integrity and stability of the broker,
the quality and comprehensiveness of related services considered to be of value; and the competitiveness
of commission rates in comparison with other brokers satisfying the Adviser’s other selection criteria.
Trade Aggregation Policy
DA Capital will generally execute client transactions on an aggregated basis when DA Capital believes
that to do so will fulfill its duty to seek to obtain best execution. As a general rule, all contemporaneous
trades in the same security for multiple Clients are bunched in a single order if the terms are the same (e.g.,
market orders are placed at the same time). Orders will not be aggregated unless aggregation is consistent
with the Adviser's duty to obtain best execution under the terms and restrictions of each Client for which
the trades are aggregated. Best execution may not necessarily mean achieving the lowest possible
commission rate, as many other factors that contribute to achieving portfolio performance need to be
considered in the decision to transact. No Client will be favored over any other Client subject to the
allocation procedures described above. Each Client that participates in an aggregated order will participate
at the average price for all of the Clients’ transactions in that security at that time. Aggregation must also
be consistent with the terms of the governing documents of each Client for which trades are being
aggregated.
Use of Soft Dollars to Obtain Research
Under the terms of the Funds’ private placement memorandums, DA Capital is authorized to use the
Funds’ commissions to pay for research products or services (“Soft Dollars”) to obtain products and
services that fall within the safe harbor created by Section 28(e) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). DA Capital does not utilize Soft Dollars to purchase third-party research
and services; DA Capital does, however, consider a broker-dealers' proprietary research in selecting
broker-dealers and determining commission rates. In such an event, DA Capital may cause the Funds to
trade with broker-dealers that provide research products or services to DA Capital in addition to trade
execution. DA Capital may, consistent with its duty to obtain best execution for each trade, consider the
nature and quality of such research in deciding which broker-dealers to trade with. If DA Capital
determines in good faith that the amount of commissions charged by a broker is reasonable in relation to
the value of the brokerage and research products or services provided by such broker, a Fund may pay
commissions to such broker in an amount greater than the amount another broker might charge.
Trade Errors
From time-to-time and despite DA Capital’s best prevention efforts, the Firm may commit trade errors in
Client accounts. Clients bear any loss that result from a trade error absent DA Capital’s willful misconduct
or gross negligence.
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DA Capital conducts an analysis of all trading, the result of which is reviewed on a daily basis by the
investment professionals. Additionally, DA Capital’s investment personnel continuously review and
analyze financial markets and economic conditions in light of Clients’ portfolio holdings in order to
maximize the risk-adjusted returns of the portfolios. Reviewers are instructed to be alert for trades and
positions that might violate firm policies or applicable laws or regulations, and to take appropriate steps to
follow up, such as by meeting with the person(s) responsible for the trade and/or position, obtaining
additional information about the security or the issuer, or consulting with the CCO, among other things. In
addition, the Investment professionals review all Fund portfolios at least quarterly. Each Fund also is
subject to an annual audit conducted by an independent public accountant. Each Fund furnishes its
investors an annual report containing financial statements audited by the Fund’s independent auditors, and
certain of the funds distribute monthly performance reports. Each Fund also furnishes to its investors
annually such information as is necessary for investors to complete U.S. federal and state income tax or
information returns, along with any other tax information required by applicable laws.
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Certain trading counterparties and the prime broker for the Funds offer capital introduction services to DA
Capital. Capital introduction is a service designed to introduce hedge fund managers to potential investors,
typically through individual meetings or in a conference format. Although capital introduction is customarily
offered as a free service, various conflicts of interest are presented by such arrangements. While DA
Capital does not compensate these broker-dealers based on capital introductions, DA Capital may be
induced to use the services of a specific broker due to the broker’s ability to raise capital for DA Capital. In
addition, DA Capital may benefit from these services because its management fees are generally based upon
a percentage of assets managed and its incentive or performance based fees are generally based upon a
percentage of net profits on such assets. These services are made available to DA Capital on an unsolicited
basis and without regard to the rates of commissions charged or paid by the Funds or the volume of business
DA Capital directs to such brokers. The Advisor may employ third party marketing personnel as well as
employees of the Adviser who would be compensated for soliciting investor referrals.
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All Clients’ securities are held in custody by unaffiliated broker/dealers or banks; however DA Capital, or
an affiliate, may have access to Client accounts as the General Partner of a Fund. Investors will not
receive statements from the Fund custodian. Such Funds are subject to an annual audit conducted by a
PCAOB registered and inspected independent public accountant in accordance with U.S. Generally
Accepted Auditing Standards. The Funds distribute audited financial statements prepared in accordance with
U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), or other generally accepted
accounting principles reconciled to U.S. GAAP with respect to U.S. investors, to each limited partner within
120 days of the Fund’s fiscal year-end.
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The Adviser has complete discretion with respect to investment decisions made for the Clients, and also
with respect to the selection of brokers, dealers and other counterparties for such transactions, and the
amount of commissions or other compensation to be paid by the Clients. The Adviser may cause a Client
to invest alongside another Client or Clients managed by the Adviser, if doing so is believed to be in the
best interests of Clients.
The governing documents of the Funds do not require the Adviser or its employees to devote all or any
specified portion of time to managing the Clients’ affairs, but only to devote so much of their time as the
Adviser reasonably believe is necessary in good faith. DA Capital is not prohibited by any of the Clients’
governing documents or agreements from engaging in any other existing or future business, nor is DA
Capital prohibited from investing on its own behalf or for the account of others.
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DA Capital has adopted written proxy voting policies and procedures to ensure that it votes proxies and
participates in class actions in the Funds’ best interests. Generally, the policy requires that each proxy be
voted in, and that each class action be participated in, the manner deemed to best maximize the value to the
applicable Fund(s). Investors may obtain copies of the DA Capital’s proxy voting policies and procedures,
and information about how a Fund’s proxies were voted, by submitting a written request to the CCO at 70
East 55th Street, 21st Floor, New York, NY 10022.
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DA Capital has never filed for bankruptcy and is not aware of any financial condition that is expected to
affect its ability to manage Client accounts.
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Open Brochure from SEC website